RSL NSW , the corporation constituted by the Act, with the corporate name “Returned and Services League of Australia (New South Wales Branch)”. It may be called RSL NSW, and that name has the same legal effect (s 4(2)). It is not the Crown and does not represent the Crown (s 4(3)). It is a continuation of the corporation under the former 1935 Act (s 4(4)).

Board , the board of directors established under s 5. It must consist of at least three but no more than ten directors. The board is the central decision-making body; all functions of RSL NSW must be made by or under its authority (s 6(1)). Acts done by or under the board’s authority are taken to be done by RSL NSW itself (s 6(2)).

Director , a member of the Board. Directors are primarily elected by service members, each service member having one vote (s 5(3)-(4)). Up to two directors may be independent directors appointed by the board, who cannot have been a member of RSL NSW in any class for the previous five years (s 5(5)). Directors may receive remuneration, but it must not be manifestly excessive having regard to their role, remuneration of comparable organisations, and any prescribed matters (s 13).

Service member , defined by reference to the RSL NSW Constitution (s 3(1)). Only service members can vote in director elections (s 5(4)). The Act does not further define the class; it is left to the Constitution.

RSL NSW Constitution , the governing document of the organisation, as in force from time to time (s 3(1)). The Act gives it binding force by reference; for example, director elections and terms of office are to be in accordance with it (s 5(3), (6)). Amendments to the Constitution must be registered with the Registrar-General by an instrument certified under the seal of RSL NSW (s 15).

Functions , includes a power, authority or duty; exercising a function includes performing a duty (s 3(1)). RSL NSW’s general functions are those conferred by the Constitution, the Act, or any other Act or law (s 7(1)). RSL NSW must also keep proper accounts and records (s 7(2)).

Pecuniary interest , a director with a pecuniary interest in a matter being considered by the board that appears to raise a conflict must disclose it (s 12(1)). After disclosure, the director must not be present or vote on the matter unless the board determines otherwise (s 12(4)). The director cannot participate in that determination either (s 12(5)). Contravention does not invalidate board decisions (s 12(6)).

Guardian of the Cenotaph / Anzac Memorial Building , RSL NSW is deemed the guardian of each memorial (ss 9(1), 10(1)). It may nominate a custodian, whom the relevant authority (City of Sydney for the Cenotaph, Trustees of the Anzac Memorial Building for the Anzac Memorial) must appoint (ss 9(2), 10(2)). The custodian may lay informations or complaints regarding offences concerning the memorial (ss 9(3), 10(3)).

Sub-Branch , a sub-Branch of RSL NSW as defined in the Constitution (s 15A(3)). With RSL NSW’s approval, a sub-Branch may incorporate under the Corporations Act 2001 (Cth) as a company limited by guarantee, and that incorporation is exempt from stamp duty under the Duties Act 1997 (s 15A(2)).

The Act directly affects RSL NSW itself as the statutory corporation, its board of directors, and its service members who elect the directors (s 5(3)-(4)). Service members gain voting rights in director elections and are the constituency from which most directors are drawn. The board bears the primary compliance burden: it must make all decisions relating to RSL NSW’s functions (s 6(1)), must ensure proper accounts and records are kept (s 7(2)), must prepare and forward an annual report to the Minister within six months of each financial year (s 8(1)), must determine director remuneration with regard to statutory factors and ensure it is not manifestly excessive (s 13), and must maintain a register of disclosed pecuniary interests available for public inspection on payment of a reasonable fee (s 12(3)). Directors individually must disclose pecuniary interests that appear to conflict with their duties (s 12(1)) and must not participate in deliberations or decisions on matters where they have such an interest unless the board permits (s 12(4)). They may receive remuneration, but the consequences of excessive remuneration are not specified in the Act beyond the manifestly excessive prohibition.

The Minister receives the annual report and must table it in both Houses of Parliament (s 8(3)), and may allow an extended period for its preparation (s 8(1)). The City of Sydney is required to appoint the person nominated by RSL NSW as custodian of the Cenotaph (s 9(2)). The Trustees of the Anzac Memorial Building (now under the Anzac Memorial Act 2025) must similarly appoint a nominated custodian (s 10(2)). The public may inspect the register of directors’ pecuniary interests at reasonable hours on payment of a fee set by the board (s 12(3)), and may obtain copies of the annual report at no cost (s 8(4)).

Sub-Branches seeking to incorporate as companies limited by guarantee under the Corporations Act 2001 are directly affected by s 15A: they need RSL NSW approval to benefit from the stamp duty exemption. The Office of the Registrar-General is affected by s 15, requiring registration of certified instruments setting out amendments to the RSL NSW Constitution. Any person who commits an offence concerning the Cenotaph or Anzac Memorial Building may be prosecuted by informations laid by the custodian nominated by RSL NSW (ss 9(3), 10(3)). The Act imposes no direct obligations on the general public beyond those that arise from the guardianship of the memorials. Economically, the compliance burden falls almost entirely on RSL NSW and its board, which is a membership organisation funded by its members and donations; the annual reporting and director remuneration disclosure requirements impose ongoing administrative costs that must be weighed against the transparency benefits.

Duties of RSL NSW , The corporation must keep proper accounts and records of its operations (s 7(2)). It must prepare and forward an annual report to the Minister within six months of the end of each financial year (or longer if the Minister allows) (s 8(1)). The annual report must include audited financial statements prepared under Australian Accounting Standards and an independent auditor’s report under Australian Auditing Standards (s 8(2)(a)-(b)). It must also include information on how each director’s remuneration was determined and any other prescribed information (s 8(2)(c)-(d)). RSL NSW must make copies of the annual report publicly available at no cost (s 8(4)). Duty is owed to incorporate sub-Branch approval: RSL NSW must approve any sub-Branch incorporation to trigger the stamp duty exemption (s 15A(1)); the section does not impose a duty to approve or criteria, so RSL NSW retains discretion. Duty to delegate may be exercised but is not mandatory (s 11). Duty to register constitutional amendments with the Registrar-General (s 15).

Duties of the Board , The board must make all decisions relating to RSL NSW’s functions (s 6(1)). It must establish the procedure for calling meetings and conducting business (s 5(7)). It must appoint at least one independent director (ss 5(2), (5)) and may appoint up to two. It may determine a reasonable fee for inspection of the pecuniary interests register (s 12(3)). The board may determine remuneration for directors, but must have regard to the director’s specific role, remuneration paid to directors of comparable organisations, and any prescribed matters, and the amount must not be manifestly excessive (s 13(2)-(3)). A director with a pecuniary interest that appears to conflict must not be present or vote on that matter unless the board otherwise determines; the board may make that determination but the interested director cannot participate in that decision (s 12(4)-(5)). The board must keep a document recording disclosures of pecuniary interests and make it available for inspection (s 12(3)). Contravention of the disclosure section does not invalidate any board decision (s 12(6)), so the duty is primarily procedural.

Rights of directors , Directors may receive remuneration (s 13(1)), subject to the board’s determination. They may delegate their functions? No, delegation is only by RSL NSW (s 11), not by individual directors. Directors have the right to have a determination on their participation in conflicted matters made by the board (s 12(4)-(5)). Directors may also benefit from the authentication of documents provisions (s 14) , they can sign documents on behalf of RSL NSW.

Rights of service members , Each service member has one vote in elections of directors (s 5(4)). They are the electorate. They may stand for election as a director if otherwise eligible. The Constitution controls terms and removal (s 5(6)). Service members may inspect the pecuniary interests register like any person (s 12(3)).

Rights of the public , The public may inspect the register of directors’ pecuniary interests on payment of a reasonable fee (s 12(3)). They may obtain copies of the annual report at no cost (s 8(4)). They may view registered constitutional amendments at the Registrar-General’s office (s 15).

Rights of sub-Branches , Sub-Branches may seek RSL NSW approval to incorporate as companies limited by guarantee; if approved, they receive a stamp duty exemption on transfers of assets, rights or liabilities to the incorporated entity (s 15A). The section does not create a right to approval; RSL NSW may withhold approval.

Rights of the Minister , The Minister may allow an extended period for the annual report (s 8(1)) and must table it in Parliament (s 8(3)). The Minister has no power to direct the content of the report beyond what the Act requires.

The Act contains very few penalty or enforcement provisions. No specific monetary penalties or imprisonment terms are set out within the Act itself. Enforcement relies on other mechanisms.

Pecuniary interest disclosure contravention , A director who contravenes s 12 by failing to disclose a pecuniary interest, or by being present or voting when prohibited, does not invalidate any board decision (s 12(6)). The Act does not specify any fine or other sanction for such contravention. However, the director may be subject to removal or other consequences under the RSL NSW Constitution (s 5(6) allows the Constitution to provide for removal from office). Additionally, general law duties of directors (such as fiduciary duties or duties under the Corporations Act 2001 if RSL NSW is a company? It is not; it is a statutory corporation, but equitable duties may apply) might provide remedies for breach. The lack of direct statutory penalty means the main enforcement is internal: the board or service members could take action under the Constitution.

Offences concerning the Cenotaph and Anzac Memorial Building , The custodians appointed by RSL NSW may lay informations or complaints in respect of any offence concerning the Cenotaph or the Anzac Memorial Building (ss 9(3), 10(3)). The Act does not create new offences; rather, it enables the custodian to prosecute under existing criminal law (e.g., property damage, public order offences) relating to those memorials. The penalties would be those under the general criminal law.

Annual reporting failure , If RSL NSW fails to prepare and forward the annual report to the Minister within the required time (including any extension), the Act does not specify a penalty. The Minister might use parliamentary pressure or other means to compel compliance. There is no provision for the Minister to issue directions or impose fines. The report must be tabled in Parliament, so failure could attract political consequences.

Manifestly excessive remuneration , Section 13(3) prohibits director remuneration that is manifestly excessive having regard to the statutory factors. The Act does not provide a mechanism to recover excess or impose a penalty. It may be that such remuneration could be challenged in court as a breach of the director’s duties or as an improper use of RSL NSW’s funds, but the Act itself is silent on remedies. The prohibition is a standard to guide the board’s determination, not a penal provision.

Regulations , Section 17 allows the Governor to make regulations for any matter that is required or permitted to be prescribed, or that is necessary or convenient for carrying out the Act. Regulations could theoretically create offences with penalties, but none have been made or are apparent from the text. The Schedule 1 savings and transitional provisions allow regulations to contain savings provisions and to amend the Schedule, but again no penalty creation is specifically authorised.

Enforcement through public scrutiny , The public availability of the annual report (s 8(4)) and the register of pecuniary interests (s 12(3)) creates transparency that may deter misconduct. The public inspection right is a soft enforcement tool: journalists, members, or competitors can examine the information and potentially initiate litigation or public pressure.

Lack of regulator , The Act does not appoint a regulator to oversee compliance. The Minister receives the report but has no active supervisory role beyond tabling. This is unusual for a statutory corporation and shifts enforcement to the courts, the members, or other stakeholders through private action.

The Act operates in a matrix of state and Commonwealth legislation.

Former Act (Returned and Services League of Australia (NSW Branch) Incorporation Act 1935) , The 2018 Act repeals the 1935 Act (implicitly by constituting a new corporation? Actually s 4(4) says RSL NSW is a continuation of the corporation constituted by the former Act, but the former Act is not expressly repealed in the text; however, s 18 is repealed, and the former Act is listed as repealed. Check: the source shows s 18 repealed by 1987 No 15 s 30C, which pre-dates this Act. The definitions include “former Act” meaning the 1935 Act. The 2018 Act replaces it. The 1935 Act is likely repealed by the 2018 Act but the text does not explicitly say so; Schedule 1 may cover savings. In any event, the entity continues unchanged.

Interpretation Act 1987 , This applies generally (s 3(1) note). Section 53 of that Act contains savings provisions for alteration of name and constitution. Section 50 confers powers on bodies corporate generally.

Corporations Act 2001 (Cth) , Section 15A specifically contemplates sub-Branches incorporating under the Corporations Act as companies limited by guarantee. This creates an interaction: the incorporated sub-Branch will be a separate legal entity under Commonwealth law, but the stamp duty exemption under the Duties Act 1997 is provided by state legislation. The approval requirement means RSL NSW controls whether the Commonwealth incorporation gateway is used.

Duties Act 1997 , Section 15A provides an exemption from duty under that Act for acts, matters or things done to give effect to the incorporation of a sub-Branch, including transfers of assets, rights or liabilities. This is a narrow exemption; it only applies if RSL NSW approves the incorporation.

Australian Accounting Standards & Australian Auditing Standards , The annual report must include financial statements prepared in accordance with Australian Accounting Standards, and an auditor’s report prepared in accordance with Australian Auditing Standards (s 8(2)(a)-(b)). This means the accounting profession’s standards are incorporated by reference; non-compliance would mean the annual report is deficient.

Anzac Memorial Act 2025 , Section 10 was amended in 2025 to reference the Anzac Memorial Act 2025 for the definition of “Anzac Memorial Building” (s 10(4), as amended). The interaction is that the guardianship role is defined by reference to that newer Act.

General law of directors’ duties , The Act is silent on fiduciary duties, duties of care and diligence, and good faith. These would come from the general law (equitable and common law) applicable to directors of incorporated bodies. The directors of RSL NSW are likely subject to similar duties as company directors, though the Act does not codify them.

Regulations , Section 17 allows regulations to prescribe matters for carrying out the Act. Regulations could also amend Schedule 1 (savings and transitional) (Sch 1 cl 1(4)). There is no indication of any regulations currently in force.

Other legislation , The service of documents provision (s 16) does not affect operation of any law or court rules allowing other methods. The peccuniary interest disclosure interacts with the general law of conflicts of interest.

The RSL NSW Act 2018 (Act No 48 of 2018) has been amended twice.

2022 amendment (Act No 23 of 2022) , Inserted section 15A, which provides a stamp duty exemption for sub-Branches incorporating as companies limited by guarantee under the Corporations Act 2001, with RSL NSW approval. This was a targeted amendment to facilitate sub-Branch incorporation without incurring duty on asset transfers.

2025 amendment (Act No 76 of 2025) , Amended section 10 to update the definition of “Anzac Memorial Building” to refer to the new Anzac Memorial Act 2025, replacing the previous definition. The amendment was consequential on the enactment of that Act. Both s 10(4) and the note were affected (as indicated by “Am 2025 No 76, Sch 4.1[1] [2]”).

Section 18 repealed , Section 18 was repealed by the Interpretation Act 1987 section 30C. This is likely a historic repeal related to the former Act; the current Act shows s 18 as repealed before the 2018 Act commenced. It appears to have been a savings or transitional provision that was spent.

Commencement , The Act commences on a day or days to be appointed by proclamation (s 2). As of the knowledge cutoff, the Act appears to be in force (the HTML version is marked “inforce/current”). The exact proclamation date is not given in the source, but the 2022 and 2025 amendments suggest it has been in force for some time.

Original enactment , The Act replaced the 1935 incorporation Act. The Explanatory Memorandum (not provided) would have explained the need for modernised governance, but the text shows a shift to a smaller board with independent directors and enhanced reporting. The Act itself does not include transitional provisions for the initial appointment of independent directors beyond Schedule 1 clause 3, which requires the Board to convene a meeting to appoint independent directors as soon as practicable after commencement.

Savings and transitional , Schedule 1 Part 2 provides for the continuation of the State Council as the Board until directors are elected (cl 2). The existing State Council members continue until their terms expire and directors are elected. This gave transitional governance.

The amendment history is sparse, indicating the Act has been stable. Future amendments might address the lack of enforcement mechanisms or expand the stamp duty exemption.

The source text does not cite any cases or litigation. No judicial decisions are mentioned in the Act itself. However, one can infer potential areas of dispute based on the Act’s provisions.

The most litigable provisions are probably s 12 (disclosure of pecuniary interests) and s 13 (remuneration). Directors could challenge board decisions to exclude them or to determine their remuneration. Section 12(6) protects board decisions from invalidation on grounds of a director’s non-disclosure or participation, but it does not prevent other remedies. A director might seek injunctive relief if excluded improperly, or a member might bring proceedings to overturn a board decision if the conflict was not properly managed. The lack of a statutory remedy for breach of s 12 leaves room for common law actions.

The “manifestly excessive” remuneration standard in s 13(3) is vague and could be the subject of litigation, especially if a member or the Crown (though RSL NSW is not the Crown) challenged the amount. A court would need to interpret “manifestly excessive” by reference to the factors in s 13(2). Comparable organisations might be defined, and expert evidence would be needed.

Disputes about the appointment or removal of directors are likely governed by the RSL NSW Constitution, which may provide for internal dispute resolution. The Act does not set out a court-based mechanism, so any litigation would likely be under general law or the Constitution.

The guardianship provisions (ss 9, 10) could lead to litigation if there is a dispute about who may be the custodian or if RSL NSW’s nomination is refused. The City of Sydney is required to appoint the nominee (s 9(2)); failure to do so could be enforced by mandamus? The Act is silent on remedy. Similarly, the Trustees of the Anzac Memorial Building must appoint the nominee; a dispute might arise if they refuse.

The stamp duty exemption in s 15A could be litigated if the Commissioner of State Revenue disputes that a particular transfer falls within the exemption. The section applies only if RSL NSW approves the incorporation; the approval itself is not appealable under the Act.

Given the limited enforcement mechanisms, litigation is likely to be rare. The Act is designed for internal governance rather than adversarial enforcement. The lack of cited precedents suggests either a quiet litigation history or that disputes are resolved informally.

Several provisions contain traps for the unwary practitioner advising RSL NSW or its directors.

Independent director membership bar , Section 5(5) defines an independent director as a person who “is not, or was not in the previous 5 years, admitted as a member of RSL NSW in any class of membership”. The bar is absolute: even if the person was a member for one day five years and one month ago, they are eligible. But a person who was a member four years and eleven months ago is not. The board must verify the date of last admission, not just current membership. The Constitution’s membership classes might include associate or honorary members, which would also be caught.

Pecuniary interest disclosure threshold , Section 12(1) triggers disclosure when the director has a pecuniary interest that “appears to raise a conflict”. This is subjective: the test is whether it appears to raise a conflict, not whether it actually does. A director with even a small financial stake in a matter must consider this appearance. The board may then determine whether the director can participate. The director cannot be part of that determination (s 12(5)). This can create an impasse if the board is reluctant to remove a colleague; the affected director may be excluded from the debate but cannot vote on their own participation.

Contravention does not invalidate decisions , Section 12(6) is both a shield and a trap. It protects board decisions from being voided due to a director’s non-disclosure or prohibited participation. However, it does not protect the director from other consequences (e.g., constitutional removal, or breach of trust). Relying on this section to avoid strict compliance is dangerous; the decision stands, but the director’s position may be untenable.

Remuneration “manifestly excessive” , Section 13(3) sets a prohibition without a definition. The board must have regard to the factors in s 13(2) (role, comparable organisations, prescribed matters), but the factor list is not exhaustive. What is “manifestly excessive” is for a court to decide. Boards should document their comparables analysis thoroughly. Paying a director more than the market for similar roles in comparable organisations could be challenged. The Note to s 13 mentions no other Act or law, so directors might also be subject to the Corporations Act if the organisation is a company, but it is not.

Financial year flexibility , Section 8(5) states the financial year is “the period of 12 months as determined by RSL NSW”. This means RSL NSW can choose any 12-month period, not necessarily ending on 30 June. However, the annual report must be forwarded within six months after the end of that period. If the board changes the financial year, the first report might cover a short or long period up to 12 months. The timing of the report relative to the Minister’s expected cycle could cause confusion.

Annual report content , no explicit privacy exemption , The annual report must include “information relating to the determination of the remuneration for each director” (s 8(2)(c)). This likely includes the amount paid, not just the method. Directors cannot claim privacy to avoid disclosure. The public availability requirement (s 8(4)) means this information is publicly accessible. This may deter some candidates from serving.

Sub-Branch incorporation stamp duty exemption , RSL NSW approval condition , Section 15A(1) conditions the exemption on RSL NSW’s approval of the incorporation. If RSL NSW does not approve, stamp duty is payable. There is no appeal from a refusal. Sub-Branches should seek prior approval before incurring costs.

Delegation limitations , Section 11 allows delegation of any function except the power of delegation itself. That is standard. But the delegation can be to a director, employee, committee, combination, or “any other person”. That is broad, but the board must authorise it. The delegate must act within the scope of the delegation.

Authentication of documents , Section 14 requires either two directors’ signatures, or one director plus an authorised employee. The authorised employee must be authorised by RSL NSW to sign the particular document. The board should maintain a list of authorised employees.

Regulations may have retrospective effect , Schedule 1 clause 1(2) allows regulations to take effect from a date before publication, but not so as to affect rights prejudicially or impose liabilities on anyone other than the State. This means regulations could disadvantage RSL NSW itself or its officers if they are considered “the State or an authority of the State”? RSL NSW is not the Crown (s 4(3)), so it is not an authority of the State. Thus retrospective regulations could impose liabilities on RSL NSW or its directors if they fall outside the protective proviso (which only protects “any person (other than the State or an authority of the State)”). This is a significant trap: regulations could have retrospective effect adverse to RSL NSW.

Compliance with the RSL NSW Act 2018 is primarily a matter of internal governance and reporting. The steps below are practical for the board and management.

1. Board composition , Ensure the board has between three and ten directors. At least one but not more than two must be independent directors (s 5(5)). The independent directors must never have been a member of RSL NSW (any class) in the previous five years. Obtain a statutory declaration from each independent director confirming no membership in that period. For elected directors, verify that they are service members under the Constitution and that elections are conducted in accordance with the Constitution with each service member having one vote (s 5(3)-(4)). Maintain a register of directors with their eligibility status.

2. Pecuniary interest register , Establish and maintain a document (register) for recording disclosures made under s 12(3). At the start of each board meeting, require directors to state any pecuniary interests. Record particulars in the register. Make the register available at all reasonable hours for inspection by any person upon payment of a reasonable fee determined by the board. The fee should be set by board resolution and published. Decide on a maximum fee that does not unduly restrict access.

3. Conflict management , When a director discloses a pecuniary interest that appears to raise a conflict, the board must determine whether the director may be present or vote on the matter (s 12(4)). The director in question must not participate in that determination (s 12(5)). Document the board’s determination in the minutes. Even if the determination allows participation, remain alert to the manifest conflict.

4. Remuneration , Before setting director remuneration, have regard to: (a) the specific role of each director, (b) remuneration paid to directors of comparable organisations, and (c) any prescribed matters (s 13(2)). Commission a benchmarking study or obtain data from similar veterans’ organisations or charitable entities. Document the reasoning in a board paper. Ensure the total remuneration is not “manifestly excessive” (s 13(3)). Review annually.

5. Financial year and accounts , Determine the financial year by board resolution (s 8(5)). Keep proper accounts and records (s 7(2)). Prepare annual financial statements in accordance with Australian Accounting Standards (s 8(2)(a)). Arrange an independent audit in accordance with Australian Auditing Standards (s 8(2)(b)).

6. Annual report , Within six months of the end of each financial year (or longer if the Minister allows), prepare an annual report containing the audited financial statements, the auditor’s report, information on how each director’s remuneration was determined, and any other prescribed information (s 8(2)). Forward it to the Minister. Make copies publicly available at no cost (s 8(4)). Publish on the RSL NSW website.

7. Cenotaph and Anzac Memorial , Ensure RSL NSW exercises its guardianship role. Nominate a custodian for each memorial to the City of Sydney and the Trustees of the Anzac Memorial Building (ss 9(2), 10(2)). Document the nomination. The custodian may lay informations for offences; ensure the custodian is briefed on their powers.

8. Delegations , If the board decides to delegate functions, do so by formal resolution specifying the delegate, the function, and any conditions (s 11). Maintain a register of delegations. The power of delegation cannot be delegated.

9. Constitutional amendments , Any amendment to the RSL NSW Constitution must be registered with the Registrar-General by an instrument certified under the seal of RSL NSW (s 15(1)). Ensure the seal is affixed in accordance with the Constitution. Keep a certified copy from the Registrar-General as conclusive evidence.

10. Sub-Branch incorporations , If a sub-Branch wishes to incorporate as a company limited by guarantee, require board approval before any action is taken. Only if approval is given does the stamp duty exemption apply (s 15A). Document the approval. Advise the sub-Branch to obtain independent legal advice on the incorporation process.

11. Document authentication , Ensure that documents requiring authentication by RSL NSW are signed either by two directors, or one director and an employee authorised by RSL NSW to sign that document (s 14). Maintain a list of authorised employees and the types of documents they may sign. Avoid using the seal if not required.

12. Service of documents , Specify an address and email address for service of documents (s 16). Publish these on the website and in correspondence. Accept service by post, leaving at an office, email, or other method authorised by regulations.

13. Monitor regulations , Check for any regulations made under s 17 that may prescribe additional matters, fees, or requirements. Also monitor amendments to the Schedule.

14. Record keeping , Retain all board minutes, registers, annual reports, auditor’s reports, and constitutional amendments indefinitely. The public access right for the pecuniary interest register means it must be available on demand.

15. Training , Provide directors with a copy of the Act and a summary of their duties under s 12 (disclosure), s 13 (remuneration), and general fiduciary duties. Independent directors should understand they are not members but have full voting rights.